09:02 NEW WORLD CHINA<00917> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. New World China Land Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code : 917) DISCLOSEABLE TRANSACTION SALE AND PURCHASE OF INTERESTS IN DALIAN IFC AND DALIAN NWH Pursuant to the Agreement dated 8 February 2005, Beijing Bank has agreed to sell and NWDC, a wholly-owned subsidiary of the Company, has agreed to purchase 70% of the equity interest in Dalian IFC and 65% of the equity interest in Dalian NWH for an aggregate consideration of RMB440,000,000 (equivalent to HK$415,096,000). DISCLOSEABLE TRANSACTION According to the Listing Rules, the Agreement constitutes a discloseable transaction for the Company which is subject to the notification and publication requirements as set out in Rules 14.34 to 14.39 of the Listing Rules. A circular containing details of the Agreement will be despatched to shareholders of the Company as soon as practicable. SALE AND PURCHASE OF INTERESTS IN DALIAN IFC AND DALIAN NWH The Agreement Date 8 February 2005 Parties (1) Beijing Bank, as the vendor (2) NWDC, a wholly-owned subsidiary of the Company, as the purchaser Beijing Bank was the owner of 70% of the equity interest in Dalian IFC and 65% of the equity interest in Dalian NWH. NWDC was the owner of 30% of the equity interest in Dalian IFC and 30% of the equity interest in Dalian NWH. Major terms of the Agreement Pursuant to the Agreement, Beijing Bank has agreed to sell and NWDC has agreed to purchase the Sale Interests, including 70% of the equity interest in Dalian IFC and 65% of the equity interest in Dalian NWH. The aggregate consideration payable by NWDC to Beijing Bank for the Sale Interests is RMB440,000,000 (equivalent to HK$415,096,000), which will be paid in cash by 5 instalments, the amount and due date of each are as follow: (1) RMB88,000,000 (equivalent to HK$83,019,200) within 10 Business Days from the date of the Agreement; (2) RMB44,000,000 (equivalent to HK$41,509,600) within 10 Business Days from the date on which the business registrations of each of Dalian IFC and Dalian NWH reflecting the changes in shareholding are completed; (3) RMB88,000,000 (equivalent to HK$83,019,200) on or before 25 December 2005; (4) RMB88,000,000 (equivalent to HK$83,019,200) on or before 25 December 2006; and (5) RMB132,000,000 (equivalent to HK$124,528,800) on or before 25 December 2007. In accordance with the terms of the Agreement, the Company executed a letter of guarantee on 8 February 2005 and pursuant to which, the Company shall provide unconditional and irrevocable guarantee to Beijing Bank in respect of all payment obligations of NWDC under the Agreement. The consideration for the acquisition will be satisfied by using the Company's internal resources and/or external financing obtained by the Company.